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EXHIBIT 10.42
AMENDMENT TO EMPLOYMENT AGREEMENT
OF R. XXXXXXX XXXXX, JR.
(EFFECTIVE DATE AUGUST 1, 1999)
This Agreement to the Employment Agreement for R. Xxxxxxx
Xxxxx, Jr. (Effective Date August 1, 1999) ("Amendment") is made as of June 12,
2000 by and between MEDCATH INCORPORATED a North Carolina corporation (the
"Company") and R. XXXXXXX XXXXX, JR. ("Employee").
RECITALS
1. Employee has been employed by the Company prior to the date
hereof;
2. Employee and Company desire to continue Employee's employment
as President of the Hospital Division of the Company in accordance with the
terms of Employee's Employment Agreement (Effective August 1, 1999) and in
accordance with the terms of this Amendment, which provides new and additional
consideration not previously provided to Employee by Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Employee and Company hereby agree
as follows:
1. Paragraph 5(d)(i) of Employee's Employment Agreement
(Effective Date August 1, 1999) is amended to read as follows:
"If (x) the Company terminates Employee's employment under this
Agreement for any reason other than Cause, or (y) the Employee terminates his
employment under this Agreement for Good Reason, then the Company will be liable
to Employee for an amount equal to (A) one times the Employee's Annual Base
Compensation, provided that (B) is such termination occurs at the time of and in
connection with a Change of Control (as defined in Employee's Incentive
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Stock Option Agreement and Non-qualified Stock Option Agreement both dated as of
July 31, 1998; Employee's Non-Qualified Stock Option Agreement dated as of
October 1, 1999; and Employee's Non-Qualified Stock Option Agreement dated as of
June 1, 2000), then Company will be liable to Employee for an amount equal to
two times the Employee's Annual Base Compensation, in either case to be paid
over the twelve (12) month period following the date of termination in
substantially equal installment payments and in accordance with the normal
payroll practices of the Company, as long as and only if Employee is not
otherwise in default hereunder during that period; provided, however, that
Employee's salary shall not be payable once Employee becomes employed
substantially full-time or otherwise earns, on a monthly basis, at least 75% of
Employee's monthly salary hereunder."
2. Paragraph 6(c)(i)(B) of Employee's Employment Agreement
(Effective Date August 1, 1999) is amended as follows:
Deleting the words "eighteen (18)" in the first sentence and
substituting in its place the words "twelve (12)."
Except as provided in this Amendment, all other provisions, terms, and
conditions in Employee's Employment Agreement (Effective Date August 1, 1999), a
copy of which is attached hereto, shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the day and year first written above.
MEDCATH INCORPORATED
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: President and CEO
/s/ R. Xxxxxxx Xxxxx, Jr.
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R. Xxxxxxx Xxxxx, Jr.
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